ConocoPhillips (COP) 10-K risk factor changes: FY2024 vs FY2023

Among the most significant factors impacting our revenues, operating results and future rate of growth are the sales prices for crude oil, bitumen, LNG, natural gas and [removed: NGL.][added: NGLs.]

These prices are tied to market prices that can fluctuate [removed: widely, and many of the] [added: widely due to] factors [removed: influencing the prices are] beyond our control.

For example, over the course of [removed: 2023,] [added: 2024,] WTI crude oil prices ranged from a [removed: low] [added: high] of [removed: $67] [added: $87] per barrel in [removed: March] [added: April] to a [removed: high] [added: low] of [removed: $94] [added: $66] per barrel in [removed: August.][added: September.]

Given the volatility in commodity price drivers and the worldwide political and economic environment, including potential economic slowdowns or recessions, unexpected shocks to supply and demand resulting from future global health [removed: crises] [added: crises,] such as those [added: that were] experienced in connection with the COVID-19 [removed: pandemic] [added: pandemic,] or increased uncertainty generated by [removed: recent (and potential future)] armed hostilities [added: and geopolitical tension] in various oil-producing regions around the globe, prices for crude oil, bitumen, LNG, natural gas and NGLs may continue to be volatile.

Prolonged periods of low commodity prices could have a material adverse effect on our revenues, operating income, cash flows and liquidity, and may also affect the amount of dividends we elect to declare and pay on our common stock and the amount of shares we elect to acquire as part of our share repurchase program and the timing of such [removed: acquisitions.][added: repurchases.]

Lower prices may also limit the amount of reserves we can produce economically, thus adversely affecting our proved reserves and reserve replacement ratio and accelerating the reduction in our existing [added: proved] reserve levels as we continue production from upstream fields.

Significant reductions in crude oil, bitumen, LNG, natural gas and [removed: NGL] [added: NGLs] prices could also require us to reduce our capital expenditures, impair the carrying value of our assets or discontinue the classification of certain assets as proved reserves.

We compete with private, public and state-owned companies in all facets of the exploration and production business, including [removed: to locate, acquire] [added: locating, acquiring] and [removed: develop] [added: developing] new sources of supply and [removed: to produce] [added: producing] crude oil, bitumen, natural gas and NGLs in an efficient, cost-effective manner.

In addition, [removed: as the energy transition progresses,] we anticipate the oil and gas industry will face additional competition from alternative fuels.

| Risk Factors | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

Our ability to successfully execute on our [removed: energy transition] plans [added: to reduce operational GHG emissions intensity] is subject to a number of risks and uncertainties and [added: such reductions] may be costly [added: and challenging] to achieve.

Our ability to achieve [added: the] stated targets, goals and ambitions [added: within the Climate Risk Strategy's framework] is subject to a number of risks and uncertainties [removed: out of] [added: beyond] our control, [added: including] government policies and markets, [removed: as well as] [added: acceptance of carbon capture technologies, development of markets and] potential [removed: regulations that] [added: permitting and regulatory changes, all of which] may impair our ability to execute on current or future plans.

[removed: Such achievement also depends on] [added: In addition,] the [removed: accelerated] pace of development of effective emissions measurement and abatement technologies, and the actual pace of development may be inadequate, or the technologies actually developed may be [removed: insufficient.][added: insufficient to allow us to achieve our stated targets, goals and ambitions.]

Furthermore, [removed: we are still in the planning stages, and the Plan's execution] [added: executing our Climate Risk Strategy] could be costly, [removed: may have] [added: is likely to encounter] unforeseen obstacles, [removed: may] [added: will] proceed at varying paces [removed: during the timeframe allotted for the Plan] and may be accomplished in a manner that we cannot predict at this time.

[removed: We may be required to purchase emission credits in the future, and there] [added: There] may be an insufficient supply of [removed: offsets to achieve our goals, or] [added: offsets, and] we could incur increasingly greater expenses related to our purchase of such offsets.

As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals or otherwise revise [added: aspects of] our [removed: strategies outlined in the Plan.][added: Climate Risk Strategy.]

[removed: Our] [added: Such potential] investments [removed: in these technologies] may expose us to numerous financial, legal, operational, reputational and other risks.

While we perform a thorough analysis on these investments, the related technologies and markets are at early stages of development and we do not yet know what rate of return we will achieve, if [removed: any.][added: any, and we may suspend our evaluation or investment if we determine that applicable markets have not developed at the pace required to support further investment.]

The success of our low-carbon strategy will depend in part upon the cooperation of government agencies, the support of stakeholders, [added: the development of relevant markets for low carbon fuels,] our ability to research and forecast potential investments, [added: willingness of industry partners to collaborate] and our ability to apply our existing strengths and expertise to new technologies, projects and markets.

For more information on estimates used, see the [removed: *["](#ie88dec2a39654cf89c231ea64c75d0ba_196)[Critical Accountin](#ie88dec2a39654cf89c231ea64c75d0ba_196)[g Estimates](#ie88dec2a39654cf89c231ea64c75d0ba_196)["] [added: *["Critical Accounting Estimates"] section of Management's Discussion [removed: and](#ie88dec2a39654cf89c231ea64c75d0ba_196) [Analysis] [added: and Analysis] of Financial Condition and Results of [removed: Operations](#ie88dec2a39654cf89c231ea64c75d0ba_196)*[.](#ie88dec2a39654cf89c231ea64c75d0ba_196)][added: Operations](#i2863337a9abb479db2c9285000c6c974_220)*[.](#i2863337a9abb479db2c9285000c6c974_220)]

From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of crude oil, bitumen, natural gas and [removed: NGL] [added: NGLs] wells below actual production capacity.

Similarly, in response to increased domestic energy costs, circumstances determined to be in the economic [added: or other] interest of the country, or a declared national emergency, governments could restrict the export or import of our products which would adversely impact our business.

[removed: Because] [added: Furthermore, because] legal requirements are frequently changed and subject to interpretation, we cannot predict whether future restrictions on our business may be enacted or become applicable to us.

Our ability to sell and deliver the crude oil, bitumen, LNG, natural gas and NGLs that we produce also depends on the availability, [removed: proximity,] [added: proximity] and capacity of gathering, processing, compression, transportation and pipeline facilities and equipment, as well as any necessary diluents to prepare our crude oil, bitumen, LNG, natural gas and NGLs for transport.

If any facilities, equipment or diluents, or any of the transportation methods and channels that we rely on become unavailable for any period of time, we may incur increased costs to transport our crude oil, bitumen, LNG, natural gas and NGLs for sale; we may be forced to curtail our production of crude oil, bitumen, natural gas or [removed: NGLs] [added: NGLs,] or we may not be able to meet all the objectives in [removed: the Plan,] [added: our Climate Risk Strategy,] such as reducing routine flaring.

We conduct many of our operations through joint ventures in which another joint venture partner is [added: the] operator or we may not have majority control.

For example, offshore activities may pose incrementally greater [added: technological challenges, operating] risks [added: and potential for adverse consequences from operational failures] because of complex subsurface conditions such as higher reservoir pressures, water depths and metocean conditions.

Countermeasures to address global health crises, epidemics or [removed: pandemics, including future outbreaks of COVID-19,] [added: pandemics] may result in reduced demand for our products; disruptions to our supply chain, the global economy or financial or commodity markets; disruptions in our contractual arrangements with our service providers, suppliers and other counterparties; failures by our suppliers, contract manufacturers, contractors, joint venture partners and external business partners, to meet their obligations to us; reduced workforce productivity; and voluntary or involuntary curtailments.

Any of these factors, or other cascading effects of such factors, could materially increase our costs; negatively impact our revenues or ability to implement and advance [removed: the Plan;] [added: our Climate Risk Strategy;] and damage our financial condition, results of operations, cash flows and liquidity position.

For a description of the most significant of these environmental laws and regulations, see the [removed: *[“Contingencies—Environmental”](#i875103a2c5dc4898b778ad18e0f237e3_22367),*] [added: *[“Contingencies—Environmental”](#i8123733f99d8436bbcb6cf1b01533a8d_22452),*] *[“—Climate [removed: Change”](#i875103a2c5dc4898b778ad18e0f237e3_22371)*] [added: Change”](#i8123733f99d8436bbcb6cf1b01533a8d_22449)*] and [removed: *["](#i875103a2c5dc4898b778ad18e0f237e3_22369)[—](#i875103a2c5dc4898b778ad18e0f237e3_22369)[Company Re](#i875103a2c5dc4898b778ad18e0f237e3_22369)[sponse] [added: *["—Company Response] to Climate-Related [removed: Risks"](#i875103a2c5dc4898b778ad18e0f237e3_22369)*] [added: Risks"](#i8123733f99d8436bbcb6cf1b01533a8d_22450)*] sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

- Permits required in connection with exploration, drilling, production and other activities, including those issued by national, [removed: subnational,] [added: subnational] and local authorities;

- Emissions into the atmosphere, such as nitrogen oxides, sulfur dioxide, mercury and GHG emissions, including [removed: methane;][added: methane and carbon dioxide;]

To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products, our business, financial condition, results of operations and cash flows in future [removed: periods] [added: periods,] as well as our ability to implement and advance [removed: the Plan] [added: our Climate Risk Strategy] could be adversely affected.

Existing and future laws, regulations and internal initiatives relating to global climate change, such as limitations on GHG [added: emissions or provisions aimed at reducing such] emissions, may impact or limit our business plans, result in significant expenditures, promote alternative uses of energy or reduce demand for our products.

Continuing political and societal attention to the issue of global climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit GHG emissions, such as cap and trade regimes, specific emission standards, carbon taxes, restrictive permitting, increased fuel efficiency [removed: standards,] [added: standards] and incentives or mandates for renewable and alternative energy.

Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance [removed: the Plan.][added: our Climate Risk Strategy.]

[removed: For example,] [added: Furthermore,] in December 2023, the EPA published a final rule that revises the regulations governing, among other things, the emission of methane and volatile organic compounds from new oil and gas production [removed: facilities,] [added: facilities] and emission guidelines for states to use when revising Clean Air Act implementation plans to limit methane emissions from existing oil and gas facilities.

[removed: The] [added: These] final [removed: rule] [added: rules] could result in additional capital expenditures and compliance, operating and maintenance costs, any of which may have an adverse effect on our business and results of operations.

Additionally, in 2023, [removed: the U.S. joined] [added: at] the international community at the 28th Conference of the Parties (COP28), [removed: where the U.S. and] nearly 200 [removed: other] countries, including most of the countries in which we operate, renewed their commitment to deliver on the aims of the 2015 Paris Agreement.

COP28 included a decision on the world's first 'global stocktake' to ratchet up climate action before the end of the decade — including a goal to triple renewable energy capacity by 2030 — and for the first time its final agreement explicitly recommended "transitioning away from fossil fuels in the energy system." [removed: The implementation of current agreements and regulatory measures, as well as any future agreements or measures addressing climate change and GHG emissions, may adversely increase our capital and operating expenses,]

If we do not successfully develop resources, the scope of our business will decline, and our financial condition and results of operations may be adversely affected.

| 19 | | | ConocoPhillips 2024 10-K | | |

Our framework for managing climate-related business risk is set out in our Climate Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts.

Among other things, we have set near- and medium-term GHG intensity reduction targets, as well as targets around flaring and methane.

We expect to be required to purchase emission credits and/or offsets in the future.

Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our emission reduction goals.

In early 2021, we established a multidisciplinary Low Carbon Technologies organization with the remit of supporting our emissions reduction objectives, understanding the alternative energy landscape and prioritizing opportunities for future competitive investment.

For example, as a result of the hydrogen and ammonia markets not developing at a pace required to support further investment, in 2024 we decided to suspend our evaluation of a low-carbon ammonia production facility on the U.S. Gulf Coast.

Furthermore, we may not be able to scale potential investments.

| ConocoPhillips 2024 10-K | | | 20 | | |

| Risk Factors | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

For example, in January 2024, in response to concerns from environmental groups, the U.S. announced a temporary pause on new authorizations of certain LNG exports.

The pause was subsequently lifted in January 2025.

This pause and other difficulties in the regulatory approval processes may have an extended adverse impact on our global LNG business.

| 21 | | | ConocoPhillips 2024 10-K | | |

| Risk Factors | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| ConocoPhillips 2024 10-K | | | 22 | | |

| Risk Factors | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

For example, in 2024, New York and Vermont passed legislation seeking to hold certain energy companies financially responsible for state climate change mitigation and adaptation measures, following the *"*polluter pays*"* model of existing Superfund laws.

This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme weather events that would otherwise be covered by the government.

While only two U.S. states have enacted such laws to date, other states have introduced similar measures, and it is likely that more states will consider a similar approach.

Compliance with such legislation may expose us to significant additional liabilities.

| 23 | | | ConocoPhillips 2024 10-K | | |

| Risk Factors | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| ConocoPhillips 2024 10-K | | | 24 | | |

| Risk Factors | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

Risks Related to Our Acquisition of Marathon Oil

Integrating Marathon Oil's business may be more difficult, costly or time-consuming than expected, and we may fail to achieve the expected benefits and synergies of the Marathon Oil acquisition, which may adversely affect our business results and negatively affect the value of our common stock.

The success of our acquisition of Marathon Oil will depend on, among other things, our ability to integrate Marathon Oil with our business in a manner that facilitates development opportunities and realizes expected synergies.

We may encounter difficulties in integrating our and Marathon Oil’s businesses and realizing the expected benefits and synergies of the acquisition of Marathon Oil.

If we are not able to successfully achieve our objectives, the anticipated benefits of the acquisition of Marathon Oil may not be realized fully, or at all, or may take longer to realize than expected.

Prior to the completion of our acquisition of Marathon Oil, each of ConocoPhillips and Marathon Oil operated as an independent public company.

There can be no assurances that Marathon Oil’s business can be integrated successfully into ours.

It is possible that the integration process could result in the loss of commercial and vendor partners; the disruption of our, Marathon Oil’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated.

We will be required to devote management attention and resources to integrating Marathon Oil’s business practices and operations.

An inability to realize the full extent of the anticipated benefits of the acquisition of Marathon Oil, as well as any delays encountered in the integration process, could have an adverse effect upon our revenues, level of expenses and operating results, which may adversely affect the value of our common stock.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized.

There are numerous processes, policies, procedures, operations and technologies and systems that must be integrated in connection with our acquisition of Marathon Oil and the integration of Marathon Oil’s business.

Any efficiencies related to the integration of Marathon Oil’s business may not offset incremental transaction and acquisition-related costs in the near term or at all.

If we are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the acquisition.

Unless we successfully develop resources, the scope of our business will decline, resulting in an adverse impact to our business.

| ConocoPhillips 2023 10-K | | | 20 | | |

In 2020, we announced our Paris-aligned climate risk framework, including an ambition to achieve net-zero operational emissions by 2050.

In 2022, we published our Plan for the Net-Zero Energy Transition (the “Plan”) and continued to set increasingly ambitious targets around operational GHG emissions intensity and reducing methane emissions and flaring.

In 2021, we established our Low-Carbon Technologies organization to identify and evaluate business opportunities that address end-use emissions and early-stage low-carbon technology opportunities that would leverage our existing expertise and adjacencies.

Furthermore, we may not be able to deploy such technologies at a commercial scale.

| 21 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 22 | | |

| 23 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 24 | | |

Willow project in Alaska.

For example, in December 2022, in response to higher energy prices resulting from the conflict between Russia and Ukraine, Australia’s Parliament passed legislation setting a one-year price cap on natural gas.

Further legislation was introduced in 2023 that extends the price cap through to at least June 2025, subject to further review and certain exemptions.

The escalation of geopolitical tension in the Middle East in late 2023 and early 2024 underscores the continued relevance of this consideration.

| 25 | | | ConocoPhillips 2023 10-K | | |

In December 2021, we initiated a three-tier capital return program that consists of our ordinary dividend, share repurchases and a variable return of cash (VROC).

- Other factors our Board of Directors deems relevant.

- The anticipated level of distributions required to meet our capital returns commitment;

- Forward prices;

- The amount of cash we hold;

- Total yield; and

We expect to continue to pay a quarterly ordinary dividend to our stockholders.

In addition, based on the current environment, we anticipate also paying a quarterly VROC to our shareholders; however, the amount of dividends and VROC is variable and will depend upon the above factors, and our Board of Directors may determine not to pay a dividend or VROC in a quarter or may cease declaring a dividend or VROC at any time.

Since the inception of the three-tier return of capital program, the VROC has both increased and decreased across quarters, and it may continue to fluctuate in the future.

Additionally, as of December 31, 2023, $16.2 billion of repurchase authority remained of the $45 billion share repurchase program our Board of Directors had authorized.

| ConocoPhillips 2023 10-K | | | 26 | | |

Cyber](#ie88dec2a39654cf89c231ea64c75d0ba_2108)[s](#ie88dec2a39654cf89c231ea64c75d0ba_2108)[ecurity](#ie88dec2a39654cf89c231ea64c75d0ba_2108)*.

| 27 | | | ConocoPhillips 2023 10-K | | |

Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page* [removed: *[65](#ie88dec2a39654cf89c231ea64c75d0ba_220).*][added: *[65](#i2863337a9abb479db2c9285000c6c974_244).*]

ConocoPhillips is one of the world’s leading E&P companies based on both production and reserves with operations and activities in [removed: 13] [added: 14] countries.

Headquartered in Houston, Texas, at December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 9,900] [added: 11,800] people worldwide and had total assets of [removed: $96] [added: $123] billion.

As such, we are unhedged, remain committed to our disciplined investment framework and continually monitor market fundamentals, including the impacts associated with geopolitical tensions and conflicts, [removed: OPEC Plus supply updates,] global demand for our products, oil and gas inventory levels, governmental policies, inflation and supply chain disruptions.

The macro-environment of the global energy [removed: industry, including the energy transition,] [added: industry] continues to evolve.

We call this our Triple Mandate, and it represents our commitment to create long-term value for [removed: our stakeholders.][added: stockholders.]

Our [removed: Triple Mandate and our] foundational principles guide our differential value proposition to deliver competitive returns [added: on and of capital] to stockholders through price cycles.

Our [added: value proposition to deliver competitive returns to stockholders through price cycles is guided by our] foundational principles [added: which] consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance.

Total company production in [removed: 2023] [added: 2024] was [removed: 1,826] [added: 1,987] MBOED, yielding cash provided by operating activities of [removed: $20] [added: $20.1] billion.

We invested [removed: $11.2] [added: $12.1] billion into the business in the form of capital expenditures and [removed: investments] [added: investments, inclusive of $0.4 billion of spend related to fourth-quarter acquisitions,] and provided returns of capital to shareholders of [removed: approximately $11] [added: $9.1] billion through our ordinary dividend, [removed: share repurchases] [added: VROC] and [removed: our VROC.][added: share repurchases.]

In [removed: total for 2023,] [added: addition,] we returned [removed: $5.4] [added: $5.5] billion to shareholders through share repurchases.

In February [removed: 2024,] [added: 2025,] we announced our [removed: 2024] [added: 2025] planned return of capital to shareholders of [removed: $9 billion] [added: $10 billion, at current commodity prices,] through our [removed: three-tier] return of capital framework.

We also declared a [removed: first quarter] [added: first-quarter] ordinary dividend of [removed: 58 cents per share and a VROC of 20] [added: 78] cents per share.

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

In [removed: the second quarter of 2023,] [added: 2024,] we [added: initiated and] completed [removed: a] strategic debt [removed: refinancing that extends] [added: transactions to extend] the weighted average maturity of our portfolio [removed: from 15 to 17 years] and [removed: reduces near term] [added: reduce near-term] debt maturities.

[removed: In December, we achieved the Gold Standard Pathway in] [added: - Achieved] the Oil and Gas Methane Partnership [removed: (OGMP)] 2.0 [removed: Initiative.][added: Gold Standard designation in 2024.]

For more information on our commitment to [removed: ESG] [added: responsible] and [removed: the Plan, see *["Contingencies—Company] [added: reliable ESG performance, *[see "Contingencies—Company] Response to Climate-Related [removed: Risks"] [added: Risks"](#i8123733f99d8436bbcb6cf1b01533a8d_22450)*] section of Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i875103a2c5dc4898b778ad18e0f237e3_22369)*.][added: Operation.]

Our Lower 48 segment achieved record production [added: of 1,152 MBOED] in [removed: 2023.][added: 2024.]

Our international projects reached several key operational [removed: milestones,] [added: milestones;] including first production ahead of schedule at [removed: several subsea projects] [added: Eldfisk North] in [removed: Norway] [added: Norway, Nuna in Alaska] and [removed: China, as well as the startup of] [added: Bohai Bay in China; and we celebrated] the [removed: second phase of Montney’s central processing facility] [added: one thousandth cargo lift at both APLNG and Bohai Bay] in [removed: Canada.][added: China.]

Production for [removed: 2023] [added: 2024] was [removed: 1,826] [added: 1,987] MBOED, representing an increase of [removed: 88] [added: 161] MBOED or [removed: 5] [added: nine] percent compared to [removed: 2022.][added: 2023.]

After adjusting for closed acquisitions and dispositions, production increased by [removed: 73] [added: 69] MBOED or [removed: 4] [added: three] percent.

Significant items during [removed: 2023] [added: 2024] and recent announcements included the following:

- Generated cash provided by operating activities of [removed: $20.0] [added: $20.1] billion;

- Distributed [removed: $11.0] [added: $9.1] billion to [removed: shareholders through a three-tier framework,] [added: shareholders,] including [removed: $5.6] [added: $5.5] billion through [added: share repurchases and $3.6 billion through] the ordinary dividend and [removed: VROC and $5.4 billion through share repurchases;][added: VROC;]

- Ended the year with cash, cash [removed: equivalents,] [added: equivalents] and restricted cash of $5.9 [added: billion, short-term investments of $0.5] billion and [removed: short-term] [added: long-term] investments [added: in debt securities] of [removed: $1.0] [added: $1.1] billion;

- Delivered [removed: record] full-year total [added: company] and Lower 48 [removed: segment] production of [removed: 1,826] [added: 1,987] MBOED and [removed: 1,067] [added: 1,152] MBOED, [removed: respectively;][added: respectively.]

Our profitability, [added: reserves base,] reinvestment of cash flows and distributions to shareholders are influenced by these fluctuations.

[removed: - Balance] [added: Balance] sheet strength. A strong balance sheet is a strategic asset that provides flexibility through price cycles.

We strive to maintain our ‘A’-rating, as we did throughout [removed: 2023.][added: 2024.]

In [removed: 2023,] [added: the fourth quarter of 2024,] we [removed: initiated and] completed [removed: a] strategic debt [removed: refinancing to extend] [added: transactions, which simplified our capital structure, extended] the [added: debt portfolio's] weighted average [removed: maturity of our portfolio] [added: maturity, lowered its weighted average coupon] and reduced near-term [removed: debt] maturities.

We ended the year with cash and cash equivalents and restricted cash of $5.9 [added: billion, short-term investments of $0.5] billion and [removed: short-term] [added: long-term] investments [added: in debt securities] of [removed: $1.0] [added: $1.1] billion, maintaining balance sheet strength.

[removed: - Peer] [added: Peer] leading distributions. We believe in delivering value to our shareholders via our [removed: three-tiered] return of capital framework, which consists of a growing, sustainable ordinary dividend, share repurchases and [removed: our VROC.][added: the discretion to utilize VROC in an elevated price environment.]

In [removed: 2023,] [added: 2024,] we returned [removed: $5.6] [added: $3.6] billion to shareholders through our ordinary dividend and VROC and [removed: $5.4] [added: $5.5] billion through share repurchases.

Our combined dividends and share repurchases of [removed: $11] [added: $9.1] billion represented [removed: over 50] [added: 45] percent of our net cash provided by operating activities.

[removed: *[See] [added: For more information on factors considered when determining the levels of returns of capital *[see] “Item 1A—Risk Factors [added: –] Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*][added: considerations.”](#i2863337a9abb479db2c9285000c6c974_88)*]

[removed: - Disciplined] [added: Disciplined] investments. Our goal is to [removed: achieve strong] [added: optimize] free cash flow by exercising capital discipline, controlling our costs, and safely and reliably delivering production.

[removed: ◦Control] [added: - Control] our costs. Controlling our costs, without compromising safety or environmental stewardship, is a high priority.

Managing costs is critical to maintaining a competitive position in our [removed: industry, particularly in a low commodity price environment,] [added: cyclical industry] and positively impacts our ability to deliver strong cash from operations.

[removed: ◦Optimize] [added: - Optimize] our portfolio. We continue to evaluate our assets to determine whether they compete for capital within our portfolio and optimize as necessary, directing capital towards the most competitive investments and disposing of assets that do not compete.

[removed: ◦Add] [added: - Add] to our proved reserve base. We primarily add to our proved reserve base in three ways:

Completed Acquisition of Marathon Oil Corporation

On November 22, 2024, we completed our acquisition of Marathon Oil, an independent oil and gas exploration and production company.

The acquisition adds high-quality, low cost of supply, development opportunities to our existing Lower 48 portfolio and additional LNG capacity to our global LNG portfolio through Equatorial Guinea.

At closing, the acquisition was valued at approximately $16.5 billion, in which 0.255 shares of ConocoPhillips common stock was exchanged for each outstanding share of Marathon Oil common stock, resulting in the issuance of approximately 143 million shares of ConocoPhillips common stock.

We also assumed $4.6 billion in aggregate principal amount of outstanding debt for Marathon Oil, which was recorded at fair value of $4.7 billion as of the closing date.

We expect to capture approximately $1 billion in synergies on a run rate basis within the first full year following the close of the transaction.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3 and [Note](#i2863337a9abb479db2c9285000c6c974_310) 8.*

We believe ConocoPhillips plays an essential role in responsibly meeting the global demand for energy, while continuing to deliver competitive returns on and of capital and working to meet our previously established emissions-reduction targets.

| ConocoPhillips 2024 10-K | | | 34 | | |

In 2024, we returned $3.6 billion through the ordinary dividend and VROC, including in December when we increased our ordinary dividend by 34 percent to 78 cents per share, effectively incorporating the amount of the prior quarter VROC into the ordinary dividend.

As of December 31, 2024, we have repurchased $34.3 billion of our authorized share repurchase program since 2016.

In 2024, we continued to optimize our portfolio geared towards our return focused value proposition.

In the third quarter, we added to our global LNG portfolio through agreements that provide additional access to European and Asian natural gas markets by entering into an 18-year agreement securing regasification capacity at Zeebrugge LNG terminal in Belgium which includes regasification services for approximately 0.75 MTPA of LNG beginning in 2027.

Additionally, in the third quarter, we entered into a long-term LNG sales agreement for approximately 0.5 MTPA into Asia starting in 2027.

After exercising our preferential rights, we completed our acquisition of additional working interest in the Kuparuk River Unit and Prudhoe Bay Unit in our Alaska segment in the fourth quarter of 2024.

In conjunction with the announcement of our acquisition of Marathon Oil, we communicated a disposition target of approximately $2 billion of assets across the portfolio.

We recently entered into agreements to sell noncore assets within our Lower 48 segments that are expected to close in the first half of 2025 for approximately $600 million, subject to customary closing adjustments.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3*.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3 and [Note](#i2863337a9abb479db2c9285000c6c974_310) 8[.](#i2863337a9abb479db2c9285000c6c974_310)*

In February 2025, we announced our 2025 planned return of capital to shareholders of $10 billion, at current commodity prices, through our return of capital framework.

| 35 | | | ConocoPhillips 2024 10-K | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

- Exercise capital discipline. Our global portfolio is deep, diverse and durable.

As we consider our capital investment opportunities, we apply a rigorous framework that we believe allows for competitive free cash flow to be available to return to shareholders.

By allocating to our low cost of supply resource base, we are allocating to high return assets and driving resiliency to low prices.

We also balance our investments between short and longer cycle projects.

For example, in 2024, we invested in short-cycle projects in the Lower 48 segment, as well as longer-cycle projects such as Willow in Alaska and LNG projects in Qatar and Port Arthur.

This capital allocation framework seeks to maximize free cash flow through price cycles.

In 2024, we completed our acquisition of Marathon Oil and additional working interest in Alaska, as well as signed additional LNG regasification and sales agreements.

In 2024, we also signed an agreement to divest certain noncore assets in our Lower 48 segment.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3*.

Environmental, Social and Governance performance. We are committed to the efficient and effective exploration and production of oil and natural gas.

| ConocoPhillips 2024 10-K | | | 36 | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

Prices were lower through 2024 due to slower global demand growth in 2024 relative to 2023 and higher supplies from non-OPEC Plus counties.

Natural gas prices decreased due to excess North American natural gas storage levels following a mild 2023-2024 winter.

Lower 48 segment realized gas prices decreased to $0.18 in the third quarter of 2024 driven by lower regional prices related to pipeline capacity constraints.

In the fourth quarter of 2024 prices increased as constraints were relieved and realizations ended the year at an average of $0.87.

The increase was driven by narrowing WCS differentials due to Trans Mountain Expansion project egress, tightening Russian sanctions impacting global heavy oil supply and improving heavy oil demand in Asia.

| 37 | | | ConocoPhillips 2024 10-K | | |

We believe ConocoPhillips will continue to play an essential role by executing on three objectives: responsibly meeting energy transition pathway demand, delivering competitive returns on and of capital and achieving our net-zero operational emissions ambition.

For 2023, we returned $2.6 billion from our ordinary dividend, which included an increase from 51 cents per share to 58 cents per share, effective in December.

We also returned $3.0 billion to shareholders from the VROC in 2023.

As of December 31, 2023, we have repurchased $28.8 billion of the $45 billion authorized share repurchase program.

In March, the Department of Interior published its ROD approving our Willow project in Alaska, which adopted a plan consisting of three core pads.

In December, following a Ninth Circuit Court of Appeals denial of a request for an injunction, we reached FID on the Willow project and began winter construction.

| ConocoPhillips 2023 10-K | | | 34 | | |

In October, we completed our acquisition of the remaining 50 percent working interest in Surmont, an asset in our Canada segment, for $2.7 billion of cash after customary adjustments.

The transaction was funded by proceeds received via long-term debt offerings.

This transaction includes a contingent payment arrangement of up to an additional $0.4 billion CAD (approximately $0.3 billion) over a five-year term.

As the 100 percent owner and operator of Surmont, we will seek to optimize the asset while remaining on track to achieve our previously announced corporate emissions intensity objectives.

*[S](#ie88dec2a39654cf89c231ea64c75d0ba_262)[ee](#ie88dec2a39654cf89c231ea64c75d0ba_262) [Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*.

In 2023, we took several steps to further our global LNG business.

In March, we completed our acquisition of 30 percent equity interest in PALNG Phase 1.

In June, we completed our acquisition of a 25 percent equity interest in NFS3 in Qatar.

Additionally, in June, we signed a 20-year offtake agreement at the Saguaro LNG export facility on the west coast of Mexico, subject to Mexico Pacific reaching FID and other certain conditions precedent.

Furthermore, in September, we signed a 15-year throughput agreement securing regasification capacity at the Gate LNG terminal in the Netherlands.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*[.](#ie88dec2a39654cf89c231ea64c75d0ba_262)

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_280) 9[.](#ie88dec2a39654cf89c231ea64c75d0ba_280)*

In April, we announced that we are accelerating our operations GHG emissions intensity reduction target through 2030.

We are now targeting a reduction in gross operated and net equity operational emissions intensity of 50-60 percent from 2016 levels by 2030, an improvement from the previously announced target of 40-50 percent.

- Acquired the remaining 50 percent working interest in Surmont for approximately $2.7 billion as well as future contingent payments of up to $0.4 billion CAD ($0.3 billion);

- Took FID on the Willow project;

- Progressed global LNG strategy through expansion in Qatar, FID at PALNG and regasification agreements in the Netherlands and offtake agreements in Mexico;

- Reached first production at several subsea tiebacks in Norway, Surmont Pad 267 in Canada and Bohai Phase 4B in China;

- Commenced startup at the second phase of Montney's central processing facility in Canada;

- Awarded the Gold Standard Pathway designation by OGMP 2.0; and

- Accelerated the company's GHG emissions-intensity reduction target through 2030 from 40-50 percent to 50-60 percent, using a 2016 baseline.

| 35 | | | ConocoPhillips 2023 10-K | | |

For example, WTI crude oil prices averaged $78 per barrel in 2023, compared with $94 per barrel in 2022.

Our Triple Mandate and foundational principles guide our differential value proposition to deliver competitive returns on and of capital to stockholders through price cycles.

In addition, we also funded the acquisition of the remaining 50 percent working interest in Surmont from the proceeds of new long-term debt issuances.

◦Exercise capital discipline. We participate in a commodity price-driven and capital-intensive industry, with varying lead times from when an investment decision is made to when an asset is operational and generates cash flow.

As a result, we must invest significant capital to develop newly discovered fields, maintain existing fields and construct pipelines and LNG facilities.

We allocate capital across a geographically diverse, low cost of supply resource base, which combined with legacy assets results in low overall production decline.

In setting our capital plans, we exercise a rigorous approach that evaluates projects using these cost of supply criteria, which we believe will lead to value maximization and cash flow expansion using an optimized investment pace, not production growth for growth’s sake.

Our cash allocation priorities call for the investment of sufficient capital to sustain production and provide returns of capital to shareholders.

In 2023, we completed the acquisition of the remaining 50 percent working interest in Surmont and completed our acquisitions of equity interests in both the PALNG and NFS3 LNG projects and signed both LNG offtake and regasification agreements.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*.

| ConocoPhillips 2023 10-K | | | 36 | | |

We use a VaR model to estimate the loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on the derivative financial instruments and derivative commodity contracts we hold or issue, including commodity purchases and sales contracts recorded on the balance sheet at December 31, [removed: 2023.][added: 2024.]

Using Monte Carlo simulation, a 95 percent confidence level and a one-day holding period, the VaR for those instruments issued or held for trading purposes or held for purposes other than trading at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] was immaterial to our consolidated cash flows and net income.

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| [removed: Year-End 2023] [added: Year-End 2023] | | | | | | | | | | | | | | | | | | | | |

| 2024 | | | | | | [removed: $] [added: $] | [removed: 759] [added: 759] | | [removed: 2.70] [added: 2.70] | | [removed: %] [added: %] | | | | [removed: $] [added: $] | [removed: —] [added: —] | | [removed: —] [added: —] | | [removed: %] [added: %] |

| 2025 | | | | | | [removed: 735] [added: $] | [added: 735] | | 3.87 | | [added: %] | | | | [removed: —] [added: $] | [added: —] | | — | | [added: %] |

| 2028 | | | | | | [removed: 265] [added: 265] | | | [removed: 4.50] [added: 4.50] | | | | | | [removed: —] [added: —] | | | [removed: —] [added: —] | | |

| Remaining years | | | | | | [removed: 15,829] [added: 15,829] | | | [removed: 5.45] [added: 5.45] | | | | | | [removed: 283] [added: 283] | | | [removed: 4.06] [added: 4.06] | | [removed: %] [added: %] |

| Total | | | | | | [removed: $] [added: $] | [removed: 18,130] [added: 18,130] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| Fair value | | | | | | [removed: $] [added: $] | [removed: 18,338] [added: 18,338] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| [removed: Year-End 2022] [added: Year-End 2024] | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | [removed: $] [added: $] | [removed: 15,572] [added: 23,802] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| Fair value | | | | | | [removed: $] [added: $] | [removed: 15,262] [added: 22,714] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had outstanding foreign currency exchange forward contracts hedging cross-border commercial activity and for purposes of mitigating our cash-related exposures.

Since the gain or loss on the exchange contracts is offset by the gain or loss from remeasuring cash related balances, and since our aggregate position in the forwards was not material, there would be no material impact to our income from an adverse hypothetical 10 percent change in the December [removed: 2023] [added: 2024] or December [removed: 2022] [added: 2023] exchange rates.

The gross notional and fair value of these positions at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] were as follows:

| | | | [removed: Notional] | | | [added: Notional] | | | | | | | | | Fair Value* | | | | | |

| Buy Canadian dollar, sell U.S. dollar | | | CAD | | | [removed: 5] [added: 10] | | | [removed: 15] [added: 5] | | | | | | — | | | [removed: (1)] [added: —] | | |

| Sell British pound, buy [removed: euro] [added: Euro] | | | GBP | | | [removed: 52] [added: 13] | | | [removed: 312] [added: 52] | | | | | | [removed: (2)] [added: —] | | | [removed: 7] [added: (2)] | | |

| Buy British pound, sell [removed: euro] [added: Euro] | | | GBP | | | [removed: 58] [added: 17] | | | [removed: 264] [added: 58] | | | | | | — | | | [removed: (10)] [added: —] | | |

| 67 | | | ConocoPhillips 2024 10-K | | |

| 2026 | | | | | | 704 | | | 3.40 | | | | | | — | | | — | | |

| 2027 | | | | | | 778 | | | 4.82 | | | | | | — | | | — | | |

| 2028 | | | | | | 664 | | | 3.78 | | | | | | — | | | — | | |

| 2029 | | | | | | 997 | | | 6.78 | | | | | | — | | | — | | |

| Remaining years | | | | | | 19,924 | | | 5.23 | | | | | | 283 | | | 2.97 | | % |

| 2025 | | | | | | 735 | | | 3.87 | | | | | | — | | | — | | |

| ConocoPhillips 2024 10-K | | | 68 | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| | | | | | | 2024 | | | 2023 | | | | | | 2024 | | | 2023 | | |

| 69 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| 67 | | | ConocoPhillips 2023 10-K | | |

| 2026 | | | | | | 104 | | | 6.41 | | | | | | — | | | — | | |

| 2027 | | | | | | 438 | | | 5.79 | | | | | | — | | | — | | |

| 2023 | | | | | | $ | 110 | | 7.04 | | % | | | | $ | — | | — | | % |

| 2024 | | | | | | 1,359 | | | 2.59 | | | | | | — | | | — | | |

| 2025 | | | | | | 1,268 | | | 3.25 | | | | | | — | | | — | | |

| Remaining years | | | | | | 12,293 | | | 5.45 | | | | | | 283 | | | 3.91 | | % |

| ConocoPhillips 2023 10-K | | | 68 | | |

| | | | | | | 2023 | | | 2022 | | | | | | 2023 | | | 2022 | | |

| 69 | | | ConocoPhillips 2023 10-K | | |

Applying this threshold, there are no such proceedings to disclose for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: *[See](#ie88dec2a39654cf89c231ea64c75d0ba_286)* *[Note](#ie88dec2a39654cf89c231ea64c75d0ba_286) 11*] [added: *[See](#i2863337a9abb479db2c9285000c6c974_316)* *[Note](#i2863337a9abb479db2c9285000c6c974_316) 10*] for information regarding other legal and administrative proceedings.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $103.61, was [removed: $124.0] [added: $132.7] billion.

The registrant had [removed: 1,176,408,368] [added: 1,272,380,205] shares of common stock outstanding at January 31, [removed: 2024.][added: 2025.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 14, 2024] [added: 13, 2025] (Part III)

| Commonly Used Abbreviations | | | | | | [removed: [1](#ie88dec2a39654cf89c231ea64c75d0ba_10)] [added: [1](#i2863337a9abb479db2c9285000c6c974_10)] | | |

| [1 and [removed: 2.](#ie88dec2a39654cf89c231ea64c75d0ba_16)] [added: 2.](#i2863337a9abb479db2c9285000c6c974_16)] | | | [Business and [removed: Properties](#ie88dec2a39654cf89c231ea64c75d0ba_16)] [added: Properties](#i2863337a9abb479db2c9285000c6c974_16)] | | | [removed: [2](#ie88dec2a39654cf89c231ea64c75d0ba_16)] [added: [2](#i2863337a9abb479db2c9285000c6c974_16)] | | |

| | | | [Corporate [removed: Structure](#ie88dec2a39654cf89c231ea64c75d0ba_19)] [added: Structure](#i2863337a9abb479db2c9285000c6c974_19)] | | | [removed: [2](#ie88dec2a39654cf89c231ea64c75d0ba_19)] [added: [2](#i2863337a9abb479db2c9285000c6c974_19)] | | |

| | | | [Segment and Geographic [removed: Information](#ie88dec2a39654cf89c231ea64c75d0ba_22)] [added: Information](#i2863337a9abb479db2c9285000c6c974_43)] | | | [removed: [2](#ie88dec2a39654cf89c231ea64c75d0ba_25)] [added: [2](#i2863337a9abb479db2c9285000c6c974_43)] | | |

| [removed: | | | [Canada](#ie88dec2a39654cf89c231ea64c75d0ba_40)] [added: Canada] | | | [removed: [7](#ie88dec2a39654cf89c231ea64c75d0ba_43)] [added: 8] | | |

| | | | [Europe, Middle East and North [removed: Africa](#ie88dec2a39654cf89c231ea64c75d0ba_46)] [added: Africa](#i2863337a9abb479db2c9285000c6c974_58)] | | | [removed: [8](#ie88dec2a39654cf89c231ea64c75d0ba_49)] [added: [8](#i2863337a9abb479db2c9285000c6c974_58)] | | |

| | | | [Asia [removed: Pacific](#ie88dec2a39654cf89c231ea64c75d0ba_52)] [added: Pacific](#i2863337a9abb479db2c9285000c6c974_61)] | | | [removed: [11](#ie88dec2a39654cf89c231ea64c75d0ba_55)] [added: [11](#i2863337a9abb479db2c9285000c6c974_61)] | | |

| | | | [Other [removed: International](#ie88dec2a39654cf89c231ea64c75d0ba_58)] [added: International](#i2863337a9abb479db2c9285000c6c974_67)] | | | [removed: [13](#ie88dec2a39654cf89c231ea64c75d0ba_61)] [added: [13](#i2863337a9abb479db2c9285000c6c974_67)] | | |

| | | | [Human Capital [removed: Management](#ie88dec2a39654cf89c231ea64c75d0ba_70)] [added: Management](#i2863337a9abb479db2c9285000c6c974_76)] | | | [removed: [16](#ie88dec2a39654cf89c231ea64c75d0ba_70)] [added: [16](#i2863337a9abb479db2c9285000c6c974_76)] | | |

| [removed: [1A.](#ie88dec2a39654cf89c231ea64c75d0ba_76)] [added: [1A.](#i2863337a9abb479db2c9285000c6c974_88)] | | | [Risk [removed: Factors](#ie88dec2a39654cf89c231ea64c75d0ba_76)] [added: Factors](#i2863337a9abb479db2c9285000c6c974_88)] | | | [removed: [20](#ie88dec2a39654cf89c231ea64c75d0ba_76)] [added: [19](#i2863337a9abb479db2c9285000c6c974_88)] | | |

| [removed: [1B.](#ie88dec2a39654cf89c231ea64c75d0ba_79)] [added: [1B.](#i2863337a9abb479db2c9285000c6c974_91)] | | | [Unresolved Staff [removed: Comments](#ie88dec2a39654cf89c231ea64c75d0ba_79)] [added: Comments](#i2863337a9abb479db2c9285000c6c974_91)] | | | [removed: [28](#ie88dec2a39654cf89c231ea64c75d0ba_79)] [added: [28](#i2863337a9abb479db2c9285000c6c974_91)] | | |

| [removed: [3.](#ie88dec2a39654cf89c231ea64c75d0ba_82)] [added: [3.](#i2863337a9abb479db2c9285000c6c974_97)] | | | [Legal [removed: Proceedings](#ie88dec2a39654cf89c231ea64c75d0ba_82)] [added: Proceedings](#i2863337a9abb479db2c9285000c6c974_97)] | | | [removed: [30](#ie88dec2a39654cf89c231ea64c75d0ba_82)] [added: [30](#i2863337a9abb479db2c9285000c6c974_97)] | | |

| [removed: [4.](#ie88dec2a39654cf89c231ea64c75d0ba_85)] [added: [4.](#i2863337a9abb479db2c9285000c6c974_100)] | | | [Mine Safety [removed: Disclosures](#ie88dec2a39654cf89c231ea64c75d0ba_85)] [added: Disclosures](#i2863337a9abb479db2c9285000c6c974_100)] | | | [removed: [30](#ie88dec2a39654cf89c231ea64c75d0ba_85)] [added: [30](#i2863337a9abb479db2c9285000c6c974_100)] | | |

| | | | [Information About our Executive [removed: Officers](#ie88dec2a39654cf89c231ea64c75d0ba_88)] [added: Officers](#i2863337a9abb479db2c9285000c6c974_103)] | | | [removed: [30](#ie88dec2a39654cf89c231ea64c75d0ba_88)] [added: [30](#i2863337a9abb479db2c9285000c6c974_103)] | | |

| [removed: [5.](#ie88dec2a39654cf89c231ea64c75d0ba_94)] [added: [5.](#i2863337a9abb479db2c9285000c6c974_109)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#ie88dec2a39654cf89c231ea64c75d0ba_94)] [added: and](#i2863337a9abb479db2c9285000c6c974_109)] [Issuer Purchases of Equity [removed: Securities](#ie88dec2a39654cf89c231ea64c75d0ba_94)] [added: Securities](#i2863337a9abb479db2c9285000c6c974_109)] | | | [removed: [32](#ie88dec2a39654cf89c231ea64c75d0ba_94)] [added: [32](#i2863337a9abb479db2c9285000c6c974_109)] | | |

| [removed: [7.](#ie88dec2a39654cf89c231ea64c75d0ba_100)] [added: [7.](#i2863337a9abb479db2c9285000c6c974_118)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#ie88dec2a39654cf89c231ea64c75d0ba_100)] [added: and](#i2863337a9abb479db2c9285000c6c974_118)] [Results of [removed: Operations](#ie88dec2a39654cf89c231ea64c75d0ba_100)] [added: Operations](#i2863337a9abb479db2c9285000c6c974_118)] | | | [removed: [34](#ie88dec2a39654cf89c231ea64c75d0ba_100)] [added: [34](#i2863337a9abb479db2c9285000c6c974_118)] | | |

| [removed: [7A.](#ie88dec2a39654cf89c231ea64c75d0ba_223)] [added: [7A.](#i2863337a9abb479db2c9285000c6c974_247)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie88dec2a39654cf89c231ea64c75d0ba_223)] [added: Risk](#i2863337a9abb479db2c9285000c6c974_247)] | | | [removed: [67](#ie88dec2a39654cf89c231ea64c75d0ba_223)] [added: [67](#i2863337a9abb479db2c9285000c6c974_247)] | | |

| [removed: [8.](#ie88dec2a39654cf89c231ea64c75d0ba_226)] [added: [8.](#i2863337a9abb479db2c9285000c6c974_250)] | | | [Financial Statements and Supplementary [removed: Data](#ie88dec2a39654cf89c231ea64c75d0ba_226)] [added: Data](#i2863337a9abb479db2c9285000c6c974_250)] | | | [removed: [70](#ie88dec2a39654cf89c231ea64c75d0ba_226)] [added: [70](#i2863337a9abb479db2c9285000c6c974_250)] | | |

| [removed: [9.](#ie88dec2a39654cf89c231ea64c75d0ba_400)] [added: [9.](#i2863337a9abb479db2c9285000c6c974_439)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#ie88dec2a39654cf89c231ea64c75d0ba_400)] [added: and](#i2863337a9abb479db2c9285000c6c974_439)] [Financial [removed: Disclosure](#ie88dec2a39654cf89c231ea64c75d0ba_400)] [added: Disclosure](#i2863337a9abb479db2c9285000c6c974_439)] | | | [removed: [160](#ie88dec2a39654cf89c231ea64c75d0ba_400)] [added: [158](#i2863337a9abb479db2c9285000c6c974_439)] | | |

| [removed: [9A.](#ie88dec2a39654cf89c231ea64c75d0ba_403)] [added: [9A.](#i2863337a9abb479db2c9285000c6c974_442)] | | | [Controls and [removed: Procedures](#ie88dec2a39654cf89c231ea64c75d0ba_403)] [added: Procedures](#i2863337a9abb479db2c9285000c6c974_442)] | | | [removed: [160](#ie88dec2a39654cf89c231ea64c75d0ba_403)] [added: [158](#i2863337a9abb479db2c9285000c6c974_442)] | | |

| [removed: [9C.](#ie88dec2a39654cf89c231ea64c75d0ba_409)] [added: [9C.](#i2863337a9abb479db2c9285000c6c974_448)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie88dec2a39654cf89c231ea64c75d0ba_409)] [added: Inspections](#i2863337a9abb479db2c9285000c6c974_448)] | | | [removed: [160](#ie88dec2a39654cf89c231ea64c75d0ba_409)] [added: [158](#i2863337a9abb479db2c9285000c6c974_448)] | | |

| [removed: [10.](#ie88dec2a39654cf89c231ea64c75d0ba_415)] [added: [10.](#i2863337a9abb479db2c9285000c6c974_454)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie88dec2a39654cf89c231ea64c75d0ba_415)] [added: Governance](#i2863337a9abb479db2c9285000c6c974_454)] | | | [removed: [161](#ie88dec2a39654cf89c231ea64c75d0ba_415)] [added: [159](#i2863337a9abb479db2c9285000c6c974_454)] | | |

| [removed: [12.](#ie88dec2a39654cf89c231ea64c75d0ba_421)] [added: [12.](#i2863337a9abb479db2c9285000c6c974_460)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#ie88dec2a39654cf89c231ea64c75d0ba_421)] [added: and](#i2863337a9abb479db2c9285000c6c974_460)] [Related Stockholder [removed: Matters](#ie88dec2a39654cf89c231ea64c75d0ba_421)] [added: Matters](#i2863337a9abb479db2c9285000c6c974_460)] | | | [removed: [161](#ie88dec2a39654cf89c231ea64c75d0ba_421)] [added: [159](#i2863337a9abb479db2c9285000c6c974_460)] | | |

| [removed: [13.](#ie88dec2a39654cf89c231ea64c75d0ba_424)] [added: [13.](#i2863337a9abb479db2c9285000c6c974_463)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie88dec2a39654cf89c231ea64c75d0ba_424)] [added: Independence](#i2863337a9abb479db2c9285000c6c974_463)] | | | [removed: [161](#ie88dec2a39654cf89c231ea64c75d0ba_424)] [added: [159](#i2863337a9abb479db2c9285000c6c974_463)] | | |

| [removed: [14.](#ie88dec2a39654cf89c231ea64c75d0ba_427)] [added: [14.](#i2863337a9abb479db2c9285000c6c974_466)] | | | [Principal Accounting Fees and [removed: Services](#ie88dec2a39654cf89c231ea64c75d0ba_427)] [added: Services](#i2863337a9abb479db2c9285000c6c974_466)] | | | [removed: [161](#ie88dec2a39654cf89c231ea64c75d0ba_427)] [added: [159](#i2863337a9abb479db2c9285000c6c974_466)] | | |

| [removed: [15.](#ie88dec2a39654cf89c231ea64c75d0ba_433)] [added: [15.](#i2863337a9abb479db2c9285000c6c974_472)] | | | [Exhibits, Financial Statement [removed: Schedules](#ie88dec2a39654cf89c231ea64c75d0ba_433)] [added: Schedules](#i2863337a9abb479db2c9285000c6c974_472)] | | | [removed: [162](#ie88dec2a39654cf89c231ea64c75d0ba_433)] [added: [160](#i2863337a9abb479db2c9285000c6c974_472)] | | |

| Commonly Used Abbreviations | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| MBOED | | | thousand [removed: of] barrels of oil [added: equivalent] | | | VIE | | | variable interest entity | | |

| | | | [removed: equivalent] per day | | | | | | | | |

| MMBOED | | | million [removed: of] barrels of oil [added: equivalent] | | | Miscellaneous | | | | | |

| | | | [removed: equivalent] per day | | | CERCLA | | | Federal Comprehensive | | |

| [added: MTPA] | | | [added: million tonnes per annum] | | | EPA | | | Environmental Protection Agency | | |

| [removed: Industry] | | | | | | ESG | | | environmental, social and governance | | |

| BLM | | | Bureau of Land Management | | | [removed: EU] [added: FERC] | | | [removed: European Union] [added: Federal Energy Regulatory] | | |

| CCS | | | carbon capture and storage | | | [added: GHG] | | | [removed: Commission] [added: greenhouse gas] | | |

2024

| | | | [Part I](#i2863337a9abb479db2c9285000c6c974_13) | | | | | |

| | | | [Alaska](#i2863337a9abb479db2c9285000c6c974_46) | | | [4](#i2863337a9abb479db2c9285000c6c974_46) | | |

| | | | [Lower 48](#i2863337a9abb479db2c9285000c6c974_549755816335) | | | [6](#i2863337a9abb479db2c9285000c6c974_549755816335) | | |

| | | | [Other](#ib8fb25de390f48cfac33ee75a9b7d4f5_8399) | | | [14](#ib8fb25de390f48cfac33ee75a9b7d4f5_8399) | | |

| | | | [Delivery Commitments](#ib8fb25de390f48cfac33ee75a9b7d4f5_8400) | | | [15](#ib8fb25de390f48cfac33ee75a9b7d4f5_8400) | | |

| | | | [Competition](#i2863337a9abb479db2c9285000c6c974_73) | | | [15](#i2863337a9abb479db2c9285000c6c974_73) | | |

| | | | [General](#i2863337a9abb479db2c9285000c6c974_82) | | | [18](#i2863337a9abb479db2c9285000c6c974_82) | | |

| 1C. | | | [Cyber](#i2863337a9abb479db2c9285000c6c974_94)[s](#i2863337a9abb479db2c9285000c6c974_94)[ecurity](#i2863337a9abb479db2c9285000c6c974_94) | | | [28](#i2863337a9abb479db2c9285000c6c974_94) | | |

| | | | [Part II](#i2863337a9abb479db2c9285000c6c974_106) | | | | | |

| [6.](#i2863337a9abb479db2c9285000c6c974_115) | | | [\[Reserved\]](#i2863337a9abb479db2c9285000c6c974_115) | | | | | |

| [9B.](#i2863337a9abb479db2c9285000c6c974_445) | | | [Other Information](#i2863337a9abb479db2c9285000c6c974_445) | | | [158](#i2863337a9abb479db2c9285000c6c974_445) | | |

| | | | [Part III](#i2863337a9abb479db2c9285000c6c974_451) | | | | | |

| [11.](#i2863337a9abb479db2c9285000c6c974_457) | | | [Executive Compensation](#i2863337a9abb479db2c9285000c6c974_457) | | | [159](#i2863337a9abb479db2c9285000c6c974_457) | | |

| | | | [Part IV](#i2863337a9abb479db2c9285000c6c974_469) | | | | | |

| | | | [Signatures](#i2863337a9abb479db2c9285000c6c974_481) | | | [165](#i2863337a9abb479db2c9285000c6c974_481) | | |

| Industry | | | | | | EU | | | European Union | | |

| CBM | | | coalbed methane | | | | | | Commission | | |

| E&P | | | exploration and production | | | HSE | | | health, safety and environment | | |

| FPS | | | floating production system | | | | | | Centre for Settlement of | | |

| G&G | | | geological and geophysical | | | OTC | | | over-the-counter | | |

| JOA | | | joint operating agreement | | | NYSE | | | New York Stock Exchange | | |

| NGLs | | | natural gas liquids | | | | | | Commission | | |

| | | | Exporting Countries | | | U.K. | | | United Kingdom | | |

| PUDs | | | proved undeveloped reserves | | | VROC | | | variable return of cash | | |

| 1 | | | ConocoPhillips 2024 10-K | | |

On November 22, 2024, we completed our acquisition of Marathon Oil Corporation (Marathon Oil), an independent oil and gas exploration and production company with operations in multiple basins in the Lower 48, as well as Equatorial Guinea internationally.

For additional information related to this transaction, *[see Note](#i2863337a9abb479db2c9285000c6c974_286) 3[.](#i2863337a9abb479db2c9285000c6c974_286)*

| ConocoPhillips 2024 10-K | | | 2 | | |

| Business and Properties | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| 3 | | | ConocoPhillips 2024 10-K | | |

| Business and Properties | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | |

| Acquired additional working interest in the fourth quarter of 2024.* *[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3[.](#i2863337a9abb479db2c9285000c6c974_286)* | | | | | | | | | | | | | | | | | | | | | | | | | | |

After exercising our preferential rights, we completed our acquisition of additional working interest in the Kuparuk River Unit and Prudhoe Bay Unit from Chevron U.S.A. Inc and Union Oil Company of California in the fourth quarter of 2024.

This transaction increased our working interest by approximately five percent in the Kuparuk River Unit and approximately 0.4 percent in the Prudhoe Bay Unit.

*[S](#i2863337a9abb479db2c9285000c6c974_286)[ee Note](#i2863337a9abb479db2c9285000c6c974_286) 3[.](#i2863337a9abb479db2c9285000c6c974_286)*

| ConocoPhillips 2024 10-K | | | 4 | | |

| Business and Properties | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

In 2024, we operated one full-time drilling rig and one seasonal drilling rig between the Colville River and Greater Mooses Tooth Units.

2023

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Part I](#ie88dec2a39654cf89c231ea64c75d0ba_13) | | | | | |

| | | | [Alaska](#ie88dec2a39654cf89c231ea64c75d0ba_28) | | | [4](#ie88dec2a39654cf89c231ea64c75d0ba_31) | | |

| | | | [Lower 48](#ie88dec2a39654cf89c231ea64c75d0ba_34) | | | [6](#ie88dec2a39654cf89c231ea64c75d0ba_37) | | |

| | | | [Other](#id09370d761c04b6abd6c76f61bbe0aeb_7711) | | | [14](#id09370d761c04b6abd6c76f61bbe0aeb_7711) | | |

| | | | [Delivery Commitments](#id09370d761c04b6abd6c76f61bbe0aeb_7710) | | | [15](#id09370d761c04b6abd6c76f61bbe0aeb_7710) | | |

| | | | [Competition](#ie88dec2a39654cf89c231ea64c75d0ba_67) | | | [15](#ie88dec2a39654cf89c231ea64c75d0ba_67) | | |

| | | | [General](#ie88dec2a39654cf89c231ea64c75d0ba_73) | | | [19](#ie88dec2a39654cf89c231ea64c75d0ba_73) | | |

| 1C. | | | [CyberSecurity](#ie88dec2a39654cf89c231ea64c75d0ba_2108) | | | [28](#ie88dec2a39654cf89c231ea64c75d0ba_2108) | | |

| | | | [Part II](#ie88dec2a39654cf89c231ea64c75d0ba_91) | | | | | |

| [6.](#ie88dec2a39654cf89c231ea64c75d0ba_97) | | | [\[Reserved\]](#ie88dec2a39654cf89c231ea64c75d0ba_97) | | | | | |

| [9B.](#ie88dec2a39654cf89c231ea64c75d0ba_406) | | | [Other Information](#ie88dec2a39654cf89c231ea64c75d0ba_406) | | | [160](#ie88dec2a39654cf89c231ea64c75d0ba_406) | | |

| | | | [Part III](#ie88dec2a39654cf89c231ea64c75d0ba_412) | | | | | |

| [11.](#ie88dec2a39654cf89c231ea64c75d0ba_418) | | | [Executive Compensation](#ie88dec2a39654cf89c231ea64c75d0ba_418) | | | [161](#ie88dec2a39654cf89c231ea64c75d0ba_418) | | |

| | | | [Part IV](#ie88dec2a39654cf89c231ea64c75d0ba_430) | | | | | |

| | | | [Signatures](#ie88dec2a39654cf89c231ea64c75d0ba_439) | | | [167](#ie88dec2a39654cf89c231ea64c75d0ba_439) | | |

| MTPA | | | million tonnes per annum | | | DEI | | | diversity, equity and inclusion | | |

| CBM | | | coalbed methane | | | FERC | | | Federal Energy Regulatory | | |

| E&P | | | exploration and production | | | GHG | | | greenhouse gas | | |

| FPS | | | floating production system | | | ICSID | | | World Bank’s International | | |

| | | | offloading | | | | | | Investment Disputes | | |

| JOA | | | joint operating agreement | | | OTC | | | over-the-counter | | |

| LNG | | | liquefied natural gas | | | NYSE | | | New York Stock Exchange | | |

| OPEC | | | Organization of Petroleum | | | | | | Commission | | |

| PUDs | | | proved undeveloped reserves | | | U.S. | | | United States of America | | |

| 1 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 2 | | |

| 3 | | | ConocoPhillips 2023 10-K | | |

| | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | |

| ConocoPhillips 2023 10-K | | | 4 | | |

In 2023, we focused our development activities on the Narwhal trend, a reservoir within the Alpine Field, and anticipate completing the current phase in 2024.

The results will help inform the design and optimization of future development.

Development activity continued in 2023.

On March 12, 2023, the Department of the Interior issued a Record of Decision (ROD) approving the Willow project, and in December 2023, we announced FID.

*Exploration*

In 2023, the Bear-1 exploration well was drilled at a location 30 miles south of the Greater Kuparuk Area and east of the Colville River on state lands.

No commercial hydrocarbons were found, and the well was deemed a dry hole and permanently plugged and abandoned.

| 5 | | | ConocoPhillips 2023 10-K | | |

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

[removed: *Third Party] [added: *Third-Party] Service Provider Risk Management*

[removed: *[See item 1A](#i68a0512df0a44225b10843f9d96c44d5_52313)[.](#i68a0512df0a44225b10843f9d96c44d5_52313) [Risk Factors](#i68a0512df0a44225b10843f9d96c44d5_52313)[—](#i68a0512df0a44225b10843f9d96c44d5_52313)[Our] [added: Risk Factors—](#i1da1efd0c19e46668971e484a674cb92_40721)[Our] technologies, systems and networks are subject to cybersecurity [removed: threats](#i68a0512df0a44225b10843f9d96c44d5_52313)*] [added: threats](#i1da1efd0c19e46668971e484a674cb92_40721)*] for more information on our risks relating to our technologies, systems, and networks.

The CISO reports to the CD&IO, who holds a master’s degree in information technology and has served as Chief Information Officer/Chief Technology Officer and various roles in information technology for over [removed: 27] [added: 28] years.

The CD&IO reports to the Executive Vice [removed: President, Strategy, Sustainability] [added: President] and [removed: Technology.][added: Chief Financial Officer.]

The Board of Directors receives a report on cybersecurity annually, and the AFC receives reports on cybersecurity [removed: twice] [added: multiple times] a year.

| ConocoPhillips 2024 10-K | | | 28 | | |

*[See item 1A.

| 29 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| ConocoPhillips 2023 10-K | | | 28 | | |

| 29 | | | ConocoPhillips 2023 10-K | | |

| William L. Bullock, Jr. | | | Executive Vice President and Chief Financial Officer | | | [removed: 59] [added: 60] | | |

| Christopher P. Delk | | | Vice President, Controller and General Tax Counsel | | | [removed: 54] [added: 55] | | |

| Heather G. Hrap | | | Senior Vice President, Human Resources and Real Estate and Facilities Services | | | [removed: 51] [added: 52] | | |

| Kirk L. Johnson | | | Senior Vice President, [removed: Lower 48 Assets and] [added: Global] Operations | | | [removed: 48] [added: 49] | | |

| Ryan M. Lance | | | Chairman of the Board of Directors and Chief Executive Officer | | | [removed: 61] [added: 62] | | |

| Andrew D. Lundquist | | | Senior Vice President, Government Affairs | | | [removed: 63] [added: 64] | | |

| [removed: Dominic E. Macklon] [added: Andrew M. O'Brien] | | | [removed: Executive] [added: Senior] Vice President, Strategy, [added: Commercial,] Sustainability and Technology | | | [removed: 54] [added: 50] | | |

| Nicholas G. Olds | | | Executive Vice President, Lower 48 | | | [removed: 54] [added: 55] | | |

| Kelly B. Rose | | | Senior Vice President, Legal, General Counsel [added: and Corporate Secretary] | | | [removed: 57] [added: 58] | | |

The date of the next annual meeting is May [removed: 14, 2024.][added: 13, 2025.]

[removed: William Giraud] [added: Johnson] was appointed Senior Vice President, [removed: Corporate Planning and Development] [added: Global Operations] in [removed: June 2023,] [added: 2024,] having previously served as [added: Senior] Vice President, [removed: Corporate Planning] [added: Lower 48 Assets] and [removed: Development] [added: Operations] since May 2022.

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

Prior to that he served as [added: Vice President, Corporate Planning and Development since June 2021,] President Canada from June 2018 to May 2021 and Manager, Strategy, Planning and Portfolio Management from July 2017 to June 2018.

[removed: Macklon] [added: O'Brien] was appointed [removed: Executive] [added: Senior] Vice President, Strategy, [added: Commercial,] Sustainability and Technology in [removed: September 2021,] [added: 2024,] having previously served as Senior Vice President, [removed: Strategy, Exploration and Technology] [added: Global Operations] since [removed: August 2020.][added: November 2022.]

Prior to that, he served as Vice President [added: and Treasurer since May 2021, Vice President] of Corporate Planning and Development from August 2020 to May 2021, Lower 48 Finance Manager from August 2018 to August 2020, and Manager of Investor Relations from November 2016 to August 2018.

Rose was appointed Senior Vice President, Legal, General Counsel [added: and Corporate Secretary] in September 2018.

On February 18, 2025.*

| ConocoPhillips 2024 10-K | | | 30 | | |

| 31 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| C. William Giraud | | | Senior Vice President, Corporate Planning and Development | | | 44 | | |

| Andrew M. O'Brien | | | Senior Vice President, Global Operations | | | 49 | | |

On February 15, 2024.*

C.

Prior to that, he served as Vice President and Chief Commercial Officer from February 2021 to April 2022.

Prior to joining ConocoPhillips, he was Executive Vice President and Chief Operating Officer of Concho Resources.

| ConocoPhillips 2023 10-K | | | 30 | | |

Johnson was appointed Senior Vice President, Lower 48 Assets and Operations in May 2022, having previously served as Vice President, Corporate Planning and Development since June 2021.

Dominic E.

Prior to that, he served as President, Lower 48 from June 2018 to August 2020, Vice President, Corporate Planning & Development from January 2017 to June 2018, President, U.K. from September 2015 to January 2017, and Senior Vice President, Oil Sands in Canada from July 2012 to September 2015.

O'Brien was appointed Senior Vice President, Global Operations in November 2022, having previously served as Vice President and Treasurer since May 2021.

| 31 | | | ConocoPhillips 2023 10-K | | |

ConocoPhillips’ common stock is traded on the [removed: New York Stock Exchange] [added: NYSE] under the symbol “COP.”

| First | | | $ | [removed: 0.51] [added: 0.58] | | [removed: 0.60] [added: 0.20] | | | | | | [removed: 0.46] [added: 0.51] | | | [removed: 0.30] [added: 0.60] | | |

| Second | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.60] [added: 0.20] | | | | | | [removed: 0.46] [added: 0.51] | | | [removed: 0.70] [added: 0.60] | | |

| Third | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.60] [added: 0.20] | | | | | | [removed: 0.46] [added: 0.51] | | | [removed: 1.40] [added: 0.60] | | |

| Fourth | | | [removed: 0.58] [added: 0.78] | | | — | | | | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.70] [added: —] | | |

| Number of Stockholders of Record at January 31, [removed: 2024*] [added: 2025*] | | | | | | | | | | | | | | | [removed: 34,675] [added: 48,051] | | |

For more information on factors considered when determining the level of these distributions, *[see “Item 1A —Risk Factors – Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*][added: considerations.”](#i1da1efd0c19e46668971e484a674cb92_40724)*]

[removed: * *There] [added: There] were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive plans.*

For more information, *[see “Item 1A—Risk Factors – Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*][added: considerations.”](#i1da1efd0c19e46668971e484a674cb92_40724)*]

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023.][added: 2024.]

The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and our performance peer group consisting of [removed: Chevron, ExxonMobil,] APA Corporation, [removed: Pioneer, Devon, Occidental,] [added: Chevron, Devon Energy, Diamondback Energy, EOG Resources, ExxonMobil,] Hess, and [removed: EOG] [added: Occidental Petroleum] weighted according to the respective peer’s stock market capitalization at the beginning of each annual period.

In [removed: 2023,] [added: 2024,] we [removed: have] updated our performance peer group, [removed: removing Marathon Oil Corporation and] adding [removed: Pioneer,] [added: Diamondback Energy,] to better align with our business and market [removed: capitalization.][added: capitalization, and removing Pioneer.]

The comparison assumes $100 was invested on December 31, [removed: 2018,] [added: 2019,] in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ peer group and assumes that all dividends were reinvested.

[removed: ][added: ]

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| | | | 2024 | | | | | | | | | 2023 | | | | | |

In the fourth quarter of 2024, we incorporated the prior VROC equivalent payment into our ordinary dividend.

| October 1-31, 2024 | | | 6,052,176 | | | $ | 107.40 | | 6,052,176 | | | $ | 32,028 | |

| November 1-30, 2024 | | | 5,853,754 | | | 111.04 | | | 5,853,754 | | | 31,378 | | |

| December 1-31, 2024 | | | 6,462,609 | | | 100.58 | | | 6,462,609 | | | 30,728 | | |

| | | | 18,368,539 | | | | | | 18,368,539 | | | | | |

In October 2024, our Board of Directors approved an increase from our previous authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate repurchases.

As of December 31, 2024, we had repurchased $34.3 billion of shares since 2016.

| ConocoPhillips 2024 10-K | | | 32 | | |

Due to ExxonMobil’s acquisition of Pioneer completed in 2024, Pioneer’s performance has been excluded from all five years of the previous peer group performance.

| 33 | | | ConocoPhillips 2024 10-K | | |

| | | | 2023 | | | | | | | | | 2022 | | | | | |

In December 2021, we announced the addition of a VROC tier to our return of capital program.

Beginning in the first quarter of 2024, ConocoPhillips plans to pay its quarterly dividend and VROC concurrently, and will announce such payments in the same quarter they will be paid.

| October 1-31, 2023 | | | 1,738,637 | | | $ | 120.51 | | 1,738,637 | | | $ | 17,081 | |

| November 1-30, 2023 | | | 2,850,623 | | | 115.63 | | | 2,850,623 | | | 16,752 | | |

| December 1-31, 2023 | | | 4,892,876 | | | 114.62 | | | 4,892,876 | | | 16,191 | | |

| | | | 9,482,136 | | | | | | 9,482,136 | | | | | |

In October 2022, our Board of Directors approved an increase to our authorization from $25 billion to $45 billion of common stock to support our plan for future share repurchases.

As of December 31, 2023, we had repurchased $28.8 billion of shares.

| ConocoPhillips 2023 10-K | | | 32 | | |

| 33 | | | ConocoPhillips 2023 10-K | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: #](#ie88dec2a39654cf89c231ea64c75d0ba_232)42[)](#ie88dec2a39654cf89c231ea64c75d0ba_232)] [added: #](#i2863337a9abb479db2c9285000c6c974_256)42[)](#i2863337a9abb479db2c9285000c6c974_256)] | | | [removed: [72](#ie88dec2a39654cf89c231ea64c75d0ba_232)] [added: [72](#i2863337a9abb479db2c9285000c6c974_256)] | | |

| [Consolidated Income Statement for the years ended December [removed: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_238) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_238)] [added: 31,](#i2863337a9abb479db2c9285000c6c974_262) 2024[,](#i2863337a9abb479db2c9285000c6c974_262) 2023 [and](#i2863337a9abb479db2c9285000c6c974_262)] 2022 [removed: [and](#ie88dec2a39654cf89c231ea64c75d0ba_238) 2021] | | | [removed: [75](#ie88dec2a39654cf89c231ea64c75d0ba_238)] [added: [77](#i2863337a9abb479db2c9285000c6c974_262)] | | |

| Consolidated Statement of Comprehensive Income for the years ended [December [removed: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_241) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_241)] [added: 31,](#i2863337a9abb479db2c9285000c6c974_265) 2024[,](#i2863337a9abb479db2c9285000c6c974_265) 2023 [and](#i2863337a9abb479db2c9285000c6c974_265)] 2022 [removed: [and](#ie88dec2a39654cf89c231ea64c75d0ba_241) 2021] | | | [removed: [76](#ie88dec2a39654cf89c231ea64c75d0ba_241)] [added: [78](#i2863337a9abb479db2c9285000c6c974_265)] | | |

| [Consolidated Balance Sheet at December [removed: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_244)] [added: 31,](#i2863337a9abb479db2c9285000c6c974_268) 2024 [and](#i2863337a9abb479db2c9285000c6c974_268)] 2023 [removed: [and](#ie88dec2a39654cf89c231ea64c75d0ba_244) 2022] | | | [removed: [77](#ie88dec2a39654cf89c231ea64c75d0ba_244)] [added: [79](#i2863337a9abb479db2c9285000c6c974_268)] | | |

| [Consolidated Statement of Cash Flows for the years ended December [removed: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_247) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_247)] [added: 31,](#i2863337a9abb479db2c9285000c6c974_271) 2024[,](#i2863337a9abb479db2c9285000c6c974_271) 2023 [and](#i2863337a9abb479db2c9285000c6c974_271)] 2022 [removed: [and](#ie88dec2a39654cf89c231ea64c75d0ba_247) 2021] | | | [removed: [78](#ie88dec2a39654cf89c231ea64c75d0ba_247)] [added: [80](#i2863337a9abb479db2c9285000c6c974_271)] | | |

| Consolidated Statement of Changes in Equity for the years ended [December [removed: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_250) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_250)] [added: 31,](#i2863337a9abb479db2c9285000c6c974_274) 2024[,](#i2863337a9abb479db2c9285000c6c974_274) 2023 [and](#i2863337a9abb479db2c9285000c6c974_274)] 2022 [removed: [and](#ie88dec2a39654cf89c231ea64c75d0ba_250) 2021] | | | [removed: [79](#ie88dec2a39654cf89c231ea64c75d0ba_250)] [added: [81](#i2863337a9abb479db2c9285000c6c974_274)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie88dec2a39654cf89c231ea64c75d0ba_253)] [added: Statements](#i2863337a9abb479db2c9285000c6c974_277)] | | | [removed: [80](#ie88dec2a39654cf89c231ea64c75d0ba_253)] | | |

| [Oil and Gas [removed: Operations](#ie88dec2a39654cf89c231ea64c75d0ba_352)] [added: Operations](#i2863337a9abb479db2c9285000c6c974_388)] | | | [removed: [135](#ie88dec2a39654cf89c231ea64c75d0ba_352)] [added: [137](#i2863337a9abb479db2c9285000c6c974_388)] | | |

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

[removed: In making this assessment, it used the] [added: We have audited ConocoPhillips’ internal control over financial reporting as of December 31, 2024, based on] criteria [removed: set forth] [added: established in Internal Control–Integrated Framework issued] by the Committee of Sponsoring Organizations of the Treadway Commission [removed: in *Internal Control—Integrated Framework (2013).* Based on our assessment, we believe the company’s internal control over financial reporting was effective as of December 31, 2023.][added: (2013 framework) (the COSO criteria).]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] and their report is included herein.

We have audited the accompanying consolidated balance sheets of ConocoPhillips (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated income statement, [added: consolidated] statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 15, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the Audit and Finance Committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | At December 31, [removed: 2023,] [added: 2024,] the net book value of the Company’s proved oil and gas properties, plants and equipment (PP&E) was [removed: $62] [added: $77] billion, and depreciation, depletion and amortization (DD&A) expense was [removed: $8.1] [added: $9.4] billion for the year then ended. As described in Note 1, under the successful efforts method of accounting, DD&A of PP&E on producing hydrocarbon properties and steam-assisted gravity drainage facilities and certain pipeline and liquified natural gas assets (those which are expected to have a declining utilization pattern) are determined by the unit-of-production method. The unit-of-production method uses proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers. Proved oil and gas reserves estimates are based on geological and engineering assessments of in-place hydrocarbon volumes, the production plan, historical extraction recovery and processing yield factors, installed plant operating capacity and approved operating limits. Significant judgment is required by the Company’s internal reservoir engineers in evaluating the data used to estimate proved oil and gas reserves. Estimating proved oil and gas reserves also requires the selection of inputs, including historical production, oil and gas price assumptions and future operating [removed: and capital] costs assumptions, among others. Auditing the Company’s DD&A calculation is complex because of the use of the work of the internal reservoir engineers and the evaluation of management’s determination of the inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its processes to calculate DD&A, including management’s controls over the completeness and accuracy of [removed: the financial] [added: significant] data provided to the internal reservoir engineers for use in estimating proved oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the proved oil and gas reserves estimates. In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the [removed: financial] [added: significant] data and inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. We also tested the accuracy of the DD&A calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the Company’s reserve report. | | |

[removed: February 15, 2024][added: 2024]

In our opinion, ConocoPhillips (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated income statement, [added: consolidated] statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 15, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

| Financial Statements | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Sales and other operating revenues | | | $ | [removed: 56,141] [added: 54,745] | | [removed: 78,494] [added: 56,141] | | | [removed: 45,828] [added: 78,494] | | |

| Equity in earnings of affiliates | | | [removed: 1,720] [added: 1,705] | | | [removed: 2,081] [added: 1,720] | | | [removed: 832] [added: 2,081] | | |

| Gain (loss) on dispositions | | | [removed: 228] [added: 51] | | | [removed: 1,077] [added: 228] | | | [removed: 486] [added: 1,077] | | |

| Other income | | | [removed: 485] [added: 452] | | | [removed: 504] [added: 485] | | | [removed: 1,203] [added: 504] | | |

| Total Revenues and Other Income | | | [removed: 58,574] [added: 56,953] | | | [removed: 82,156] [added: 58,574] | | | [removed: 48,349] [added: 82,156] | | |

| Purchased commodities | | | [removed: 21,975] [added: 20,012] | | | [removed: 33,971] [added: 21,975] | | | [removed: 18,158] [added: 33,971] | | |

| Production and operating expenses | | | [removed: 7,693] [added: 8,751] | | | [removed: 7,006] [added: 7,693] | | | [removed: 5,694] [added: 7,006] | | |

| Selling, general and administrative expenses | | | [removed: 705] [added: 1,158] | | | [removed: 623] [added: 705] | | | [removed: 719] [added: 623] | | |

| Exploration expenses | | | [removed: 398] [added: 355] | | | [removed: 564] [added: 398] | | | [removed: 344] [added: 564] | | |

| Depreciation, depletion and amortization | | | [removed: 8,270] [added: 9,599] | | | [removed: 7,504] [added: 8,270] | | | [removed: 7,208] [added: 7,504] | | |

| Impairments | | | [removed: 14] [added: 80] | | | [removed: (12)] [added: 14] | | | [removed: 674] [added: (12)] | | |

| Taxes other than income taxes | | | [removed: 2,074] [added: 2,087] | | | [removed: 3,364] [added: 2,074] | | | [removed: 1,634] [added: 3,364] | | |

| Accretion on discounted liabilities | | | [removed: 283] [added: 325] | | | [removed: 250] [added: 283] | | | [removed: 242] [added: 250] | | |

| Interest and debt expense | | | [removed: 780] [added: 783] | | | [removed: 805] [added: 780] | | | [removed: 884] [added: 805] | | |

| Foreign currency transaction (gain) loss | | | [removed: 92] [added: (50)] | | | [removed: (100)] [added: 92] | | | [removed: (22)] [added: (100)] | | |

| [Reports of Management](#i2863337a9abb479db2c9285000c6c974_253) | | | [71](#i2863337a9abb479db2c9285000c6c974_253) | | |

| Financial Statements | | | | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_280) 1[—Accounting Policies](#i2863337a9abb479db2c9285000c6c974_280) | | | [82](#i2863337a9abb479db2c9285000c6c974_280) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_283) 2[—Inventories](#i2863337a9abb479db2c9285000c6c974_283) | | | [86](#i2863337a9abb479db2c9285000c6c974_283) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_286) 3[—Acquisitions and Dispositions](#i2863337a9abb479db2c9285000c6c974_286) | | | [86](#i2863337a9abb479db2c9285000c6c974_286) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_292) 4[—Investments, Loans and Long-Term Receivables](#i2863337a9abb479db2c9285000c6c974_292) | | | [91](#i2863337a9abb479db2c9285000c6c974_292) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_298) 5[—Investment in Cenovus Energy](#i2863337a9abb479db2c9285000c6c974_298) | | | [93](#i2863337a9abb479db2c9285000c6c974_298) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_301) 6[—Suspended Wells and Exploration Expenses](#i2863337a9abb479db2c9285000c6c974_301) | | | [93](#i2863337a9abb479db2c9285000c6c974_301) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_307) 7[—Asset Retirement Obligations and Accrued Environmental Costs](#i2863337a9abb479db2c9285000c6c974_307) | | | [95](#i2863337a9abb479db2c9285000c6c974_307) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_310) 8[—Debt](#i2863337a9abb479db2c9285000c6c974_310) | | | [96](#i2863337a9abb479db2c9285000c6c974_310) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_313) 9[—Guarantees](#i2863337a9abb479db2c9285000c6c974_313) | | | [100](#i2863337a9abb479db2c9285000c6c974_313) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_316) 10[—Contingencies and Commitments](#i2863337a9abb479db2c9285000c6c974_316) | | | [101](#i2863337a9abb479db2c9285000c6c974_316) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_322) 11[—Derivatives and Financial Instruments](#i2863337a9abb479db2c9285000c6c974_322) | | | [104](#i2863337a9abb479db2c9285000c6c974_322) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_334) 12[—Fair Value Measurement](#i2863337a9abb479db2c9285000c6c974_334) | | | [108](#i2863337a9abb479db2c9285000c6c974_334) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_340) 13[—Equity](#i2863337a9abb479db2c9285000c6c974_340) | | | [110](#i2863337a9abb479db2c9285000c6c974_340) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_343) 14[—Non-Mineral Leases](#i2863337a9abb479db2c9285000c6c974_343) | | | [111](#i2863337a9abb479db2c9285000c6c974_343) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_346) 15[—Employee Benefit Plans](#i2863337a9abb479db2c9285000c6c974_346) | | | [114](#i2863337a9abb479db2c9285000c6c974_346) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_349) 16[—Income Taxes](#i2863337a9abb479db2c9285000c6c974_349) | | | [125](#i2863337a9abb479db2c9285000c6c974_349) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_352) 17[—Accumulated Other Comprehensive Income (Loss)](#i2863337a9abb479db2c9285000c6c974_352) | | | [128](#i2863337a9abb479db2c9285000c6c974_352) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_355) 18[—Cash Flow Information](#i2863337a9abb479db2c9285000c6c974_355) | | | [128](#i2863337a9abb479db2c9285000c6c974_355) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_358) 19[—Other Financial Information](#i2863337a9abb479db2c9285000c6c974_358) | | | [129](#i2863337a9abb479db2c9285000c6c974_358) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_361) 20[—Related Party Transactions](#i2863337a9abb479db2c9285000c6c974_361) | | | [130](#i2863337a9abb479db2c9285000c6c974_361) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_364) 21[—Sales and Other Operating Revenues](#i2863337a9abb479db2c9285000c6c974_364) | | | [130](#i2863337a9abb479db2c9285000c6c974_364) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_370) 22[—Earnings Per Share](#i2863337a9abb479db2c9285000c6c974_370) | | | [132](#i2863337a9abb479db2c9285000c6c974_370) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_549755816117) 23[—Segment Disclosures and Related Information](#i2863337a9abb479db2c9285000c6c974_549755816117) | | | [132](#i2863337a9abb479db2c9285000c6c974_549755816117) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_379) 24[—New Accounting Standards](#i2863337a9abb479db2c9285000c6c974_379) | | | [136](#i2863337a9abb479db2c9285000c6c974_379) | | |

| [Supplementary Information](#i2863337a9abb479db2c9285000c6c974_385) | | | | | |

| ConocoPhillips 2024 10-K | | | 70 | | |

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control—Integrated Framework (2013).* Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Marathon Oil Corporation, acquired in 2024, which is included in our consolidated financial statements and represented approximately 22% of our total assets as of December 31, 2024, approximately 1% of our revenues and other income and less than 1% of our net income for the year ended December 31, 2024.

Based on our assessment, we believe the company’s internal control over financial reporting was effective as of December 31, 2024.

| 71 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| ConocoPhillips 2024 10-K | | | 72 | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| 73 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| | | | Valuation and recognition of proved and unproved oil and gas properties acquired in a business combination | | |

| *Description of the Matter* | | | During 2024, the Company closed its acquisition of Marathon Oil Corporation resulting in the recognition of a provisional fair value of proved and unproved oil and gas properties within net properties, plants and equipment of $13.2 billion and $10.8 billion, respectively. As described in Note 3, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. As also described in Note 3, the Company has not finalized its allocation of fair value to unproved properties. Oil and gas properties were valued by specialists using a discounted cash flow approach based on market participant assumptions. Significant inputs to the valuation of proved and unproved oil and gas properties include estimates of future commodity prices and production, future operating costs and discount rates using a market-based weighted average cost of capital. Auditing the Company's accounting for its provisional valuation of proved and unproved oil and gas properties within the Lower 48 segment is complex and judgmental due to the significant estimation required by management of reserves associated with the acquired assets and the sensitivity of significant assumptions used in determining the fair value. In evaluating the reasonableness of management’s estimates and assumptions used, the audit testing procedures performed required a high degree of auditor judgment and additional effort, including involving internal valuation specialists. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its process to estimate the provisional fair value of the acquired proved and unproved oil and gas properties, including management’s review of the significant assumptions used as inputs to the fair value calculations and recording of the provisional valuation. To test the provisional fair value of the acquired proved and unproved oil and gas properties, our audit procedures included, among others, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data supporting the significant assumptions. For example, we compared certain significant assumptions to current industry and third-party data and historical results for reasonableness. We also performed sensitivity analyses of significant assumptions, to evaluate the extent of their impact to the provisional fair value calculation. In addition, we involved internal valuation specialists to assist with certain significant assumptions included in the provisional fair value estimate. Furthermore, we evaluated the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the oil and gas reserves estimates and the valuation specialists used by the Company to prepare the provisional fair value of the acquired proved and unproved oil and gas properties. In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the significant data and inputs used by the internal reservoir engineers in estimating oil and gas reserves by agreeing them to source documentation, as applicable, and we identified and evaluated corroborative and contrary evidence. As noted above, the Company has not finalized its allocation of fair value to unproved properties | | |

February 18, 2025

| [Reports of Management](#ie88dec2a39654cf89c231ea64c75d0ba_229) | | | [71](#ie88dec2a39654cf89c231ea64c75d0ba_229) | | |

| [Supplementary Information](#ie88dec2a39654cf89c231ea64c75d0ba_349) | | | | | |

| ConocoPhillips 2023 10-K | | | 70 | | |

| 71 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 72 | | |

| 73 | | | ConocoPhillips 2023 10-K | | |

We have audited ConocoPhillips’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

| ConocoPhillips 2023 10-K | | | 74 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 75 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 76 | | |

| 77 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 78 | | |

| Balances at December 31, 2020 | | | $ | 18 | | 47,133 | | | (47,297) | | | (5,218) | | | 35,213 | | | | | | 29,849 | | |

| Acquisition of Concho | | | 3 | | | 13,122 | | | | | | | | | | | | | | | 13,125 | | |

| 79 | | | ConocoPhillips 2023 10-K | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_343) 24*.

| ConocoPhillips 2023 10-K | | | 80 | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_271) 6*.

| 81 | | | ConocoPhillips 2023 10-K | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_277) 8*.

| ConocoPhillips 2023 10-K | | | 82 | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_316) 16*.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_340) 23*.

| 83 | | | ConocoPhillips 2023 10-K | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_304) 13[.](#ie88dec2a39654cf89c231ea64c75d0ba_304)*

| ConocoPhillips 2023 10-K | | | 84 | | |

*Supplemental Pro Forma (unaudited)*

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Income (loss) before income taxes | | | 28,228 | | | | | | 947 | | | 29,175 | | |

The unaudited pro forma financial information for the years ending December 31, 2023 and 2022, respectively, is a result of combining the consolidated income statement of ConocoPhillips with the assets acquired from TotalEnergies EP Canada Ltd. The pro forma results do not include transaction-related costs, nor any cost savings anticipated as a result of the transaction.

We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

| 85 | | | ConocoPhillips 2023 10-K | | |

*QatarEnergy LNG NFS(3) (NFS3), formerly Qatar Liquefied Gas Company Limited (12) (QG12)*

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_265) 4[.](#ie88dec2a39654cf89c231ea64c75d0ba_46)*

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_265) 4.*

2022

*QatarEnergy LNG NFE(4) (NFE4), formerly Qatar Liquefied Gas Company Limited (8) (QG8)*

As of December 31, [removed: 2023,] [added: 2024,] with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded our disclosure controls and procedures were operating effectively as of December 31, [removed: 2023.][added: 2024.]

This report is included in Item 8 on page [removed: *[71](#ie88dec2a39654cf89c231ea64c75d0ba_229)*] [added: *[71](#i2863337a9abb479db2c9285000c6c974_253)*] and is incorporated herein by reference.

This report is included in Item 8 on page [removed: *[72](#ie88dec2a39654cf89c231ea64c75d0ba_232)*] [added: *[72](#i2863337a9abb479db2c9285000c6c974_256)*] and is incorporated herein by reference.

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| ConocoPhillips 2024 10-K | | | 158 | | |

| ConocoPhillips 2023 10-K | | | 160 | | |

Information regarding our executive officers appears in Part I of this report on page [removed: *[30](#ie88dec2a39654cf89c231ea64c75d0ba_88)*.][added: *[30](#i2863337a9abb479db2c9285000c6c974_103)*.]

All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.*

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and other personnel employed by us or any of our subsidiaries.

All personnel are responsible for ensuring their “Related Parties” (as defined in the policies) comply as well.

We have an additional insider trading policy that applies only to our directors, Section 16 officers and other designated officers and employees.

We believe our insider trading policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, the listing standards of the NYSE and Section 16 reporting requirements, as applicable.

Information required by Item 11 of Part III will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.*

Information required by Item 12 of Part III will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.*

Information required by Item 13 of Part III will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.*

Information required by Item 14 of Part III will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.*

Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2024] [added: 2025] Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.*

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| 159 | | | ConocoPhillips 2024 10-K | | |

| 161 | | | ConocoPhillips 2023 10-K | | |

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page [removed: *[70](#ie88dec2a39654cf89c231ea64c75d0ba_226)*,] [added: *[70](#i2863337a9abb479db2c9285000c6c974_250)*,] are filed as part of this annual report.

The exhibits listed in the Index to Exhibits, which appears on pages [removed: *[163](#i86e823b1bb1642b684b45fe4edd1be5a_518) [through](#ie88dec2a39654cf89c231ea64c75d0ba_436) [166](#i86e823b1bb1642b684b45fe4edd1be5a_519)*,] [added: *[161](#i3a4135c197974d70ada3efa13007c46a_449) [through](#i2863337a9abb479db2c9285000c6c974_475) [164](#i3a4135c197974d70ada3efa13007c46a_450)*,] are filed as part of this annual report.

| ConocoPhillips [removed: 2023] [added: 2024] 10-K | | | 162 | | |

| | | | [Table of [removed: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] [added: Contents](#i2863337a9abb479db2c9285000c6c974_7)] | | |

| [removed: 3.3] [added: 3.4] | | | [removed: [Amended] [added: [Second Amended] and Restated [removed: By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015.](https://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)] [added: Bylaws, dated May 16, 2023](https://www.sec.gov/Archives/edgar/data/1163165/000116316523000023/cop-20230630x10qexx31.htm)] | | | 3.1 | | | [removed: 8-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 3.4] [added: 3.3] | | | [Restated Certificate of Incorporation of ConocoPhillips Company, dated February 6, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm) | | | 3.4 | | | 10-K | | | 001-32395 | | |

| [removed: 3.5] [added: 10.16.2] | | | [removed: [Second Amended] [added: [Amended] and Restated [removed: Bylaws,] [added: Defined Contribution Make-Up Plan of ConocoPhillips—Title II,] dated [removed: May 16, 2023](https://www.sec.gov/Archives/edgar/data/1163165/000116316523000023/cop-20230630x10qexx31.htm)] [added: January 1, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex10162.htm)] | | | [removed: 3.1] [added: 10.16.2] | | | [removed: 10-Q] [added: 10-K] | | | 001-32395 | | |

| 163 | | | ConocoPhillips [removed: 2023] [added: 2024] 10-K | | |

| 10.12.3 | | | [Form of [removed: Stock Option] [added: Key Employee] Award [removed: Agreement under] [added: Agreement, as part of] the [added: ConocoPhillips] Stock Option [removed: and Stock Appreciation Rights] Program [added: granted] under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 5, 2013.](https://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10269.htm)] [added: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex101.htm)] | | | [removed: 10.26.9] [added: 10.1] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| 10.12.4 | | | [Form of [removed: Key Employee] [added: Performance Period IX] Award Agreement, as part of the ConocoPhillips [removed: Stock Option] [added: Performance Share] Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, [removed: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex101.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex103.htm)] | | | [removed: 10.1] [added: 10.3] | | | 10-Q | | | 001-32395 | | |

| 10.12.5 | | | [Form of Performance Period [removed: IX] [added: X] Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, [removed: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex103.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex105.htm)] | | | [removed: 10.3] [added: 10.5] | | | 10-Q | | | 001-32395 | | |

| [removed: 10.12.6] [added: 10.14.2] | | | [Form of Performance [removed: Period X] [added: Share Unit] Award [removed: Agreement,] [added: Terms and Conditions for Performance Period 24,] as part of the ConocoPhillips Performance Share Program granted under the [removed: 2011] [added: 2023] Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex105.htm)] [added: 13, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000023/cop-20240331x10qxexx101.htm)] | | | [removed: 10.5] [added: 10.1] | | | 10-Q | | | 001-32395 | | |

| ConocoPhillips [removed: 2023] [added: 2024] 10-K | | | 164 | | |

| [removed: 10.14] [added: 10.14.1] | | | [2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/tm2316025d1_ex10-1.htm) | | | 10.1 | | | 8-K | | | 001-32395 | | |

| [removed: 10.16.2*] [added: 10.17] | | | [Amended and Restated [removed: Defined] [added: Company Retirement] Contribution Make-Up Plan of [removed: ConocoPhillips—Title II,] [added: ConocoPhillips,] dated January 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex10162.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex1017.htm)] | | | [added: 10.17] | | | [added: 10-K] | | | [added: 001-32395] | | |

| [removed: 10.17*] [added: 10.18.2] | | | [Amended and Restated [removed: Company Retirement Contribution Make-Up] [added: Key Employee Deferred Compensation] Plan of [removed: ConocoPhillips,] [added: ConocoPhillips—Title II,] dated January 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex1017.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10xkxex10182.htm)] | | | [added: 10.18.2] | | | [added: 10-K] | | | [added: 001-32395] | | |

| [removed: 10.19.1] [added: 10.19] | | | [Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective [removed: January 1, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514066358/d665238dex1021.htm)] [added: December 2, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex10201.htm)] | | | [removed: 10.21] [added: 10.20.1] | | | 10-K | | | 001-32395 | | |

| [removed: 10.20] [added: 10.20.1] | | | [Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2016.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516574165/d141535dex103.htm) | | | 10.3 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.29*] [added: 10.29] | | | [Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10xkxex1029.htm) | | | [added: 10.29] | | | [added: 10-K] | | | [added: 001-32395] | | |

| 165 | | | ConocoPhillips [removed: 2023] [added: 2024] 10-K | | |

| 21* | | | [List of Subsidiaries of [removed: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit21.htm)] [added: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit21.htm)] | | | | | | | | | | | |

| 22* | | | [Subsidiary Guarantors of Guaranteed [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit22.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit22.htm)] | | | | | | | | | | | |

| 23.1* | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit231.htm)] | | | | | | | | | | | |

| 23.2* | | | [Consent of DeGolyer and [removed: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit232.htm)] [added: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit232.htm)] | | | | | | | | | | | |

| 31.1* | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit311.htm)] | | | | | | | | | | | |

| 31.2* | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit312.htm)] | | | | | | | | | | | |

| 32 | | | [Certifications pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit32.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit32.htm)] | | | | | | | | | | | |

| [removed: 97.1] [added: 97] | | | [ConocoPhillips Clawback Policy [removed: dated] [added: effective] October [removed: 3, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512441310/d404659dex103.htm)] [added: 2, 2023.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxexhibit972.htm)] | | | [added: 97.2] | | | [added: 10-K] | | | [added: 001-32395] | | |

| 99* | | | [Report of DeGolyer and [removed: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop2023123110k-exhibit99.htm)] [added: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit99.htm)] | | | | | | | | | | | |

| ConocoPhillips [removed: 2023] [added: 2024] 10-K | | | 166 | | |

| February [removed: 15, 2024] [added: 18, 2025] | | | */s/ Ryan M. Lance* | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of February [removed: 15, 2024,] [added: 18, 2025,] on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors.

| ConocoPhillips 2024 10-K | | | 160 | | |

| 2.5 | | | [Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp, and Marathon Oil Corporation](https://www.sec.gov/Archives/edgar/data/1163165/000110465924065814/tm2415645d1_ex2-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1163165/000110465924065814/tm2415645d1_ex2-1.htm) | | | 2.1 | | | 8-K | | | 001-32395 | | |

| 161 | | | ConocoPhillips 2024 10-K | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| 10.14.3 | | | [Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000023/cop-20240331x10qxexx102.htm) | | | 10.2 | | | 10-Q | | | 001-32395 | | |

| 10.14.4 | | | [Form of 2024 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000023/cop-20240331x10qxexx103.htm) | | | 10.3 | | | 10-Q | | | 001-32395 | | |

| 10.14.5 | | | [Form of 2024 Inducement Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000023/cop-20240331x10qxexx104.htm) | | | 10.4 | | | 10-Q | | | 001-32395 | | |

| 10.14.6* | | | [Form of Performance Share Unit Award Terms and Conditions for Performance Period 25, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10146.htm) | | | | | | | | | | | |

| 10.14.7* | | | [Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10147.htm) | | | | | | | | | | | |

| 10.20.2* | | | [Form of Non-Employee Director Restricted Stock Units Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips and subject to the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10202.htm) | | | | | | | | | | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| 19* | | | [Insider Trading Policies of ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110-kxexhibit19.htm) | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| | | | [Table of Contents](#i2863337a9abb479db2c9285000c6c974_7) | | |

| */s/ Nelda J. Connors* | | | | | | Director | | |

| Nelda J. Connors | | | | | | | | |

| 10.18.2* | | | [Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10xkxex10182.htm) | | | | | | | | | | | |

| 10.19.2 | | | [Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex10201.htm) | | | 10.20.1 | | | 10-K | | | 001-32395 | | |

| 97.2* | | | [ConocoPhillips Clawback Policy effective October 2, 2023.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxexhibit972.htm) | | | | | | | | | | | |

| 167 | | | ConocoPhillips 2023 10-K | | |

| */s/ Eric D. Mullins* | | | | | | Director | | |

| Eric D. Mullins | | | | | | | | |

| ConocoPhillips 2023 10-K | | | 168 | | |